Kodak 2011 Annual Report Download - page 213

The Agent and the Collateral Agent shall have received a Borrowing Base Certificate prepared as of the last day of December 2011.
(f) The Agent shall have received (i) the audited annual consolidated financial statements of the Company for the year ended
December 31, 2010 and (ii) interim unaudited quarterly consolidated financial statements of the Company for each completed fiscal quarter ending not less
than 45 days prior to the Effective Date.
(g) The Agent shall be satisfied, in its sole discretion, with the cash management arrangements of the Loan Parties (or with the cash
management arrangements required to be put in place by the Loan Parties pursuant to Section 2.18
), it being understood and agreed that cash management
arrangements consistent with Section 2.18 are satisfactory to the Agent.
(h) [Reserved].
(i) The Petition Date shall have occurred, and the Agent and the Initial Lenders shall be reasonably satisfied with the form and
substance of the First Day Orders sought by the Company and entered on the Effective Date (including a cash management order).
(j) The Interim Order Entry Date shall have occurred not later than 5 Business Days following the Petition Date.
(k) No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with enlarged powers beyond those set forth in
Section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases.
(l) Since September 30, 2011, there shall have been no Material Adverse Effect.
(m)
All necessary governmental and third party consents and approvals necessary in connection with the Facilities and the transactions
contemplated hereby shall have been obtained (without the imposition of any adverse conditions that are not reasonably acceptable to the Initial Lenders)
and shall remain in effect; and no law or regulation shall be applicable in the judgment of the Initial Lenders that restrains, prevents or imposes materially
adverse conditions upon the Facilities or the transactions contemplated hereby.
(n) The Agent shall be satisfied in its reasonable judgment that there shall not occur as a result of, and after giving effect to, the initial
extension of credit under the Facilities, a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the
Loan Parties’ or their respective subsidiaries’ debt instruments and other material agreements which, (i) in the case of the US Loan Parties’
debt instruments
and other material agreements, would permit the counterparty thereto to exercise remedies thereunder on a post-petition basis or (ii) in the case of any other
subsidiary, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(o) There shall exist no unstayed action, suit, investigation, litigation or proceeding pending or (to the knowledge of the Loan Parties)
threatened in any court or before any arbitrator or governmental instrumentality (other than the Cases) that could reasonably be expected to have a Material
Adverse Effect.
(p) Concurrently with the initial extension of credit hereunder, the obligations of the Loan Parties and their Subsidiaries (other than
contingent indemnification obligations) under the Existing Credit Agreement shall have been paid in full (or, in the case of obligations in respect of
outstanding letters of credit and obligations in respect of Existing Secured Agreements, cash collateralized or
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